RACE RAISER, INC.
SERVICE AGREEMENT
TERMS AND CONDITIONS
This Service Agreement (the "Agreement") is made and entered into by and between RACE RAISER, INC., a California corporation (hereinafter as "RACE RAISER") and the donors, fundraisers, and/or non-profits (hereinafter as "USERS").
USERS agree and understand that they must comply with the terms and conditions of this Agreement and the RACE RAISER's Privacy and Security Policies in order to use the services provided by RACE RAISER.
Therefore, in consideration of the foregoing representations and the following terms and conditions, RACE RAISER and USERS agree as follows:
AGREEMENT
1. OBLIGATIONS.
A. RACE RAISER'S OBLIGATIONS.
RACE RAISER is a for-profit California corporation organized to assist individuals or entities in processing online Internet donations to be paid to designated non-profit organization, charities, and/or other individuals or entities.
In accordance with the terms and conditions contained herein, RACE RAISER will provide to USERS the following services (the "Services"): (i) act as USERS' paid agent to process online donations made on behalf of USERS through RACE RAISER's website; (ii) comply with RACE RAISER's Privacy and Security Policies; (iii) hold the funds received by USERS through the online donations in a designated account; (iv) remit funds to the designated non-profit organizations or charities by check or electronically to the bank account less RACE RAISER's service fee of 9.30% for the total online donations collected from USERS; and (v) send an email acknowledgment to USERS confirming completion of the donation transaction.
B. USERS' OBLIGATIONS.
In accordance with the terms and conditions contained herein, USERS agree to (i) authorize RACE RAISER to be their exclusive agent to process online donations on their behalf using RACE RAISER's website; (ii) pay RACE RAISER a service fee of 9.30% for the total online donations made by USERS on RACE RAISER's website; (iii) be bound by the terms and conditions set forth herein, (iv) comply with RACE RAISER's Privacy and Security Policies; (v) comply with any technical specifications, rules of operation or security procedures set forth by RACE RAISER from time to time on their Services.
USERS agree and understand that if they do not agree to any of the terms and conditions set forth herein, USERS may not use RACE RAISER's Services.
2. RACE RAISER USER ACCOUNT.
RACE RAISER makes its Services available for use by the general public and non-profit users, subject to these terms and conditions. When USERS use these Services, USERS will be asked for their name, address, email address, and other information to identify themselves or their organization and will be given the option to create a RACE RAISER account. In order to access and use the Services, USERS must complete the account creation process. When USERS create an account with RACE RAISER, USERS will need to choose a password to access RACE RAISER Services. USERS are responsible for maintaining the confidentiality of their password and keeping the password in a secure place and not allowing any unauthorized persons access to the password. Access to and use of password-protected and secure areas is restricted to USERS who have created an account. Any attempt to access restricted areas without authorization is prohibited.
3. MAKING A DONATION.
Donations may be taken by credit card or Internet transfer. RACE RAISER will not maintain USERS' credit card information for longer than is necessary to complete the transaction. RACE RAISER may use PayPal credit card transaction services whose secure transaction-processing makes it extremely difficult for anyone to intercept or access the credit card information when USERS makes an online donation.
USERS agree and understand that money may not be donated with the intent that USERS may control its use or intention. USERS agree and understand that by entering into this Agreement USERS engage the Services of RACE RAISER to act as their agent in processing the donation transaction to the charity, non-profits, or individuals of their choice.
ALL DONATIONS ARE NONREFUNDABLE. USERS further agree and understand that if a fundraising event is cancelled for any reason, USERS will not be refunded any portion of their donation, and the donation will be forwarded directly to their designated charity, non-profit organization, or individual less RACE RAISER's service fee.
4. RACE RAISER'S FEES.
USERS will pay their online donations to RACE RAISER as their agent. USERS agree to pay RACE RAISER a service fee of 9.30% for all online donations. The money donated by USERS will be held in an account for a maximum of thirty (30) days after the end of the event. Within thirty (30) days of the event's end, RACE RAISER will send USERS' donation to the charity, organization, or individual via bank wire or company check, less RACE RAISER's service fee of 9.30% for all online transactions made by USERS.
RACE RAISER's fees are inclusive of all credit card processing and banking fees. These fees are subject to change at any time at the sole discretion of RACE RAISER.
Within thirty (30) days of completion of donation transaction, RACE RAISER will send USERS an e-mail acknowledgement indicating the amount donated and to the designated non-profit organization or independent cause. USERS agree and understand that while this document may serve as a guideline, it is not official documentation for tax purposes. For official documentation, it is USERS' sole responsibility to contact the non-profit organization or charity directly. RACE RAISER will provide to the charities a list of the donors so that they may accurately provide records.
USERS agree and understand that the e-mail acknowledgement received from RACE RAISER may not be used for tax guideline purposes for donations made to organizations, groups, and/or individuals that are not non-profit.
5. DONATIONS TO NON-PROFITS, GROUPS, AND/OR INDIVIDUALS.
USERS agree and understand that it is their sole responsibility to ensure that they have selected the correct and valid non-profit organization, group, or individual to fundraise for or donate to. RACE RAISER will provide a list of non-profits on its website which will only act as a guide in assisting USERS in selecting a non-profit to donate to. USERS agree and understand that it is their sole responsibility to investigate and validate the non-profit organizations, group, or individuals prior to donating. RACE RAISER does not investigate or validate any non-profit organization, group or individual before posting them on its website.
All donations to non-profits, groups, or individuals are made as unrestricted gifts and may not be specified for any particular purpose. The amount of donations to the non-profit designated by USERS are paid to and processed by RACE RAISER. All payments of donations are final and non-refundable. USERS agree not to use an invalid or unauthorized credit card in making transactions on the RACE RAISER site. Once a donation is made, the transaction is final and not subject to dispute unless unauthorized use of the USERS' payment card is proved. If USERS become aware of fraudulent use of their card, or if it is lost or stolen, it is USERS responsibility to notify the card provider in accordance with its reporting rules.
6. RACE RAISER'S WEBSITE.
RACE RAISER agrees not to post any information, materials or content on its website that is counter to its purpose and intent. RACE RAISER will not post: 1) any material that is defamatory (i.e., disparaging to the reputation of an individual or business); 2) any material that is obscene, offensive or indecent; 3) any trademarks, logos, copyrighted material or other intellectual property without the authorization of the owner; or 4) any materials that may damage the operation of a computer (such as a virus, worm or trojan horse).
RACE RAISER is not responsible for any information, materials and/or contents on its website that is posted by USERS without RACE RAISER'S knowledge or consent.
7. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS.
Use of RACE RAISER's Services is at USERS sole risk. RACE RAISER provides the tools, the Site, and the services on an "As Is", "As Available" basis. Each party represents and warrants that it shall perform its obligations in a manner that complies with the applicable federal, state and local laws, regulations, ordinances and codes. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. To the extent permitted by law, RACE RAISER expressly disclaims any and all such other warranties. RACE RAISER makes no representation as to whether all or any portion of the online donations are tax deductible. RACE RAISER will have no liability for any claim by any federal or state tax authority with respect to the characterization by any USER on each of the applicable federal and state tax returns.
8. LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES WILL RACE RAISER OR ITS EMPLOYEES, OFFICERS OR DIRECTORS BE LIABLE TO USERS OR ITS EMPLOYEES, OFFICERS OR DIRECTORS FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SERVICES WHETHER OR NOT RACE RAISER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If USERS are dissatisfied with the Services or any content on RACE RAISER's site, or with the terms and conditions of this Agreement, USERS' sole and exclusive remedy is to discontinue using the Services. USERS acknowledge, by their use of the Services, that their use of the Services is at their sole risk.
IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF RACE RAISER AND ITS AFFILIATES IN SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED THE AMOUNT USERS DONATED USING RACE RAISER'S SERVICES.
9. INDEMNITY.
Each party shall indemnify and hold the other, their officers, directors, employees, agents successors and assigns harmless for any losses, claims, actions or proceeding, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney's fees, which arise from any alleged breach of such indemnifying party's representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims.
A party seeking indemnification hereunder (the "indemnitee") shall promptly notify the other party (the "indemnitor") upon receipt of notice of the commencement or threatened commencement of any action or proceeding that may be subject to indemnification hereunder. The indemnitor shall have sole control over the defense and settlement of such claim; provided that the indemnitee (a) shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim and (b) shall reasonably cooperate with indemnitor in the defense or settlement of such claim. This indemnity shall survive the termination of this Agreement.
10. PROPRIETARY RIGHTS.
Notwithstanding any provision in this Agreement to the contrary, as between RACE RAISER and USERS, RACE RAISER, INC. will retain and own all worldwide right, title and interest in and to their intellectual property and other rights therein, including but not limited to copyrights, patents, trademarks, and trade secrets in their website and Services and derivatives thereof, and nothing in this Agreement will vest title in USERS to any rights therein, except as expressly set forth in this Agreement.
RACE RAISER and its licensors shall retain all Intellectual Property Rights in the software, tools, designs, documentation, data and any other material developed or provided by RACE RAISER pursuant to these terms and conditions, including but not limited to the services and any data, text, pictures, sound, graphics, logos, marks, symbols, video, visual, oral or other digital material and any other content of any description, provided by RACE RAISER pursuant hereto or depicted on RACE RAISER's website.
The names RACE RAISER, RACE RAISER, INC., RACERAISER.com, the RACE RAISER logo and any other product and service names that may be present on RACE RAISER's website from time to time may not be used in connection with any product or service that is not RACE RAISER's, nor in any manner that is likely to cause confusion, or in any way that may disparage or discredit RACE RAISER. Other trademarks, service marks or logos that appear on the website or anywhere in the RACE RAISER service is rendered, in particular (but not exclusively) those of non-profits registered with RACE RAISER are the property of their respective owners and are likely to be registered trademarks and subject to restrictions as to their use. They must not be used without the express permission of both RACE RAISER and the trademark owner.
All contents on RACE RAISER's website is owned by RACE RAISER, the non-profits registered with RACE RAISER, or other original providers, and is protected by applicable intellectual property and proprietary rights and laws. No use of these contents are permitted without the express prior permission of RACE RAISER, and, where applicable, the copyright holder.
11. FORCE MAJEURE.
Neither party shall be liable for any default or delay in the performance of its obligations hereunder if and to the extent such default or delay is caused by: fire, flood, earthquake, elements of nature or acts of God; riots, civil disorders, rebellions or revolutions in any country; or any other similar cause beyond the reasonable control of such party. In such event the non-performing party shall be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such party continues to use its best efforts to recommence performance or observance without delay.
12. TERM & TERMINATION.
Your agreement to abide by these terms and conditions will commence automatically upon your initial use of this Service and continue until the earlier of (i) termination of your rights to use the Service by RACE RAISER or (ii) your ceasing to use the Service. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 13 shall survive any termination or expiration of these terms and conditions.
13. USER CONDUCT.
USERS must at all times use RACE RAISER's Services in a responsible and legal manner. In particular (but not exclusively) USERS must not do any of the following: misrepresent their identity or affiliation with any other person or organization; send junk email or spam to people who do not wish to receive mail; delete or falsify any attributions, trademarks or designations of source from any website content; conduct, display or forward surveys, contests, pyramid schemes or chain letters; or interfere with or disrupt the service or services or networks connected to the service; collect or store personal data about other users including email addresses. USERS agree that they will comply with all applicable local, state and federal laws, statutes and regulations regarding use of RACE RAISER's website and RACE RAISER's Services.
14. MISCELLANEOUS.
A. Entire Agreement.
This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.
B. Assignment and Transfer.
Neither party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.
C. Governing Law.
This Agreement shall be interpreted and construed according to, and governed by, the laws of the State of California, excluding any such laws that might direct the application of the laws of another jurisdiction. The federal or state courts located in the State of California, County of Orange shall have jurisdiction to hear any dispute under this Agreement.
D. Attorneys' Fees.
If either party commences legal action to enforce the terms of this Agreement, or should litigation occur between RACE RAISER and USERS over any other issues relating to this Agreement, then the prevailing party in such legal action shall recover from the non-prevailing party all reasonable costs and expenses incurred, including reasonable attorneys' fees and court costs.
E. Amendment.
No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of RACE RAISER and USERS.
F. Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
G. Legal Representation.
The parties hereby acknowledge and represent that they have the right to receive and rely upon the legal advice from an attorney of their choice before entering into this Agreement. If the parties elects not to obtain legal advice, then the party acknowledges and represents that they have entered into this Agreement freely, voluntarily and without coercion.
H. Waiver of Contractual Right.
Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
I. Confidentiality.
The parties consider the terms of this Agreement to be confidential. Neither party will disclose the Agreement or its terms to any third party except (1) to the extent, if any, required by law or to by the legal, accounting, investment, or banking requirements of a party; or (2) with the prior written consent of the other party (such consent not be unreasonably withheld).
